Opinions of independent directors on matters related to the 23rd (Interim) meeting of the Fifth Board of directors
separate opinion
In accordance with the guidance on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the working system of independent directors issued by the CSRC, As an independent director of Costar Group Co.Ltd(002189) (hereinafter referred to as “the company”), we have carefully verified the matters considered at the 23rd (Interim) meeting of the Fifth Board of directors based on the principle of seeking truth from facts, and now express independent opinions on relevant situations as follows:
1、 Proposal on resignation and election of directors.
After verification, Mr. Zhu daoshan applied to resign as a director of the company, a member of the special equipment committee of the board of directors and a member of the remuneration and assessment committee due to job change, and the reason for his resignation is consistent with the actual situation. According to the provisions of the company law, the articles of association and relevant laws and regulations, Mr. Zhu daoshan’s application for resignation from relevant positions such as directors and members of the special committee of the company shall take effect from the date when the resignation report is delivered to the board of directors of the company. Mr. Zhu daoshan’s resignation from the above position will not affect the normal operation of the company’s board of directors, nor will it have a significant impact on the company’s production and operation activities. We agree to the resignation of Mr. Zhu daoshan.
Upon review, the nomination and selection procedures of the company’s directors are in line with the company law, the articles of association and other relevant provisions. After reviewing Mr. Wan Yi’s personal resume and other relevant materials, it is not found that he is prohibited from taking office according to the provisions of the company law, or is determined as a market prohibited person by the CSRC and relevant regulations, and the prohibition has not been lifted. His qualification meets the relevant provisions of the company law and the articles of association. Mr. Wan Yi’s educational background, working experience, professional ability and professional quality have the qualifications and ability to serve as a director of the company. We unanimously agree to appoint Mr. Wan Yi as a director of the company, a member of the special equipment committee of the board of directors and a member of the remuneration and assessment committee. The term of office starts from the date of deliberation and approval by the general meeting of shareholders to the date of expiration of the Fifth Board of directors of the company. And submit the proposal to the general meeting of shareholders of the company for deliberation.
2、 Proposal on the achievement of the conditions for lifting the restrictions on sales during the first period of lifting the restrictions on sales reserved for the company’s restricted stock incentive plan.
After verification, The company’s performance in 2020 has reached the restricted stock incentive plan (hereinafter referred to as the “incentive plan”) ）According to the specified assessment objectives, the individual performance assessment results of the three incentive objects reserved for grant are grade B. according to the conditions for lifting the restriction set in the company’s incentive plan, the company level performance assessment conditions and individual level performance assessment conditions required for the first lifting period of the restriction on the granting of restricted shares have been met, Moreover, neither the company nor the incentive object has the situation that the sales restriction shall not be lifted as stipulated in the incentive plan. The lifting of the sales restriction complies with the relevant provisions in the incentive plan, and the incentive object meets the qualification conditions for lifting the sales restriction. Its main qualification as the incentive object lifting the sales restriction is legal and effective. The above matters do not harm the interests of the company and all shareholders. The decision-making procedures of relevant matters comply with the provisions of laws, administrative regulations and the articles of association. The meeting procedures are legal and the resolutions are effective. We agree to the motion.
3、 Proposal on repurchase and cancellation of some restricted shares.
After verification, the independent directors believe that the company’s repurchase and cancellation of some restricted shares granted but not unlocked to incentive objects that do not meet the incentive conditions are in line with the measures for the administration of equity incentive of listed companies According to the relevant provisions of the company’s restricted stock incentive plan (Revised Draft), the procedures are legal and compliant, which will not affect the company’s continuous operation or damage the interests of the company and all shareholders. It is agreed that the company shall comply with the company’s restricted stock incentive plan (revised draft) And relevant procedures, repurchase and cancel the shares, and submit the proposal to the general meeting of shareholders of the company for deliberation.
Costar Group Co.Ltd(002189) independent directors: Jiang Huilin, Liu Shuwei, Wang Tengjiao December 27, 2021
